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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 21, 2004
RELOCATE411.COM, INC.
(Exact name of Registrant as Specified in its Charter)
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Delaware 000-25591 11-3462369
(State or Other Jurisdiction (Commission file Number) (IRS Employer
of Incorporation) Identification No.)
c/o DeHeng Chen Chan, LLC, 225 Broadway, Suite 1910, NY, NY 10007
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 608-6500
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Item 1. Change in Control of Registrant.
On May 21, 2004, Jandah Management Limited ("Jandah"), Glory Way
Holdings Limited ("GWH") and Good Business Technology Limited ("GBT"), each a
corporation organized under the laws of the British Virgin Islands, enter into
privately negotiated transactions with the stockholders of Relocate411.com, Inc.
(the "Company") to purchase an aggregate of 10,976,000 shares of common stock of
the Company, representing 98% of the issued and outstanding shares, for an
aggregate purchase price of $350,000.
Jandah acquired 9,276,000 shares of common stock from the three largest
shareholders of the Company, Darrel Lerner, Byron Lerner and James Tubbs, for an
aggregate purchase price of $307,500. Darrell Lerner retained 224,000 shares of
common stock. As a condition to closing, the Company and Mr. Darrell Lerner
entered into a six-month consulting agreement pursuant to which Mr. Darrell
Lerner will assist the Company with various transition issues and provide other
business consulting services. Under this consulting agreement, Mr. Darrell
Lerner will be paid an aggregate consulting fee of $150,000, payable in equal
monthly installments.
GWH acquired 396,000 shares of common stock for an aggregate purchase
price of $9,900 from each the following selling security holders in separate
agreements listed in the amendment number 8 to the Company's registration
statement on Form SB-2/A (SEC File Number 333-100803) (the "SB-2"): Anslow &
Jaclin, LLP, Frank Massaro, Michael and Thelma Hartman, Nicholas A. Waslyn, Eric
Tjaden, Margaret Indelicato, Juan C. Morales, Sheldon Shalom, Patricia Faro and
Philip Mazzella.
GWH also acquired an aggregate of 450,000 shares of common stock for an
aggregate purchase price of $11,250 from each of Barry Manko (250,000 shares)
and Grushko & Mittman (200,000 shares).
GBT acquired an aggregate of 854,000 shares of common stock for an
aggregate purchase price of $21,350 from each the following selling security
holders in separate agreements listed in the SB-2: Richard Zapolski, William
Grimm, Richard Volpe, Mark J. Parendo, Mitch Hershkowitz, Kristine Gentile,
Robert M. J. Hartman, Danielle L. Hartman, Martin Miller, Dolores E. Miller,
Dolores E. Miller a/c/f Dillon Engel, Drew Goldberg, Carol Sitte, Karen
Pasteressa a/c/f Samantha Pasteressa, Desert Green, Inc., Robert Giambrone,
Anthony Giambrone, Melvin D. Bernstein, Linda Bernstein, Beth Sussman, Jeffrey
Wenzel, Tracey Wenzel, Harold Sussman, Amy Sussman and Meg L. Sussman.
In connection with, and as a condition to the closing of these stock
purchase transactions, Darrell Lerner resigned as the sole officer of the
Company effective as of May 21, 2004. Pursuant to the Company's Bylaws, Mr.
Lerner appointed Li Kin Shing, the sole shareholder of Jandah, as the President
of the Company. It is contemplated that ten (10) days following the filing of a
Schedule 14(f)-1 with the SEC, Mr. Lerner will resign as a member of the Board
of Directors of the Company and, in connection with such resignation, appoint
Mr. Li as the replacement member of the Board.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
10.1 Stock Purchase Agreement, dated as of May 21, 2004, by and
among Jandah Management Limited, Darrel Lerner, Byron Lerner and James Tubbs.
10.2 Form of Common Stock Purchase Agreement with Glory Way Holdings
Limited.
10.3 Form of Common Stock Purchase Agreement with Good Business
Technology Limited.
10.4 Form of Common Stock Purchase Agreement between Glory Way
Holdings Limited and each of Barry Manko and Grushko & Mittman.
10.5 Consulting Agreement, dated as of May 21, 2004, by and between
the Company and Darrell Lerner.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RELOCATE411.COM, INC.
Date: May 25, 2004 BY: /s/ Li Kin Shing
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Li Kin Shing
President
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